BAROQUE VENDOR SERVICE AGREEMENT

INTRODUCTION

The present contract is established in order to set up the contractual relation BETWEEN

BAROQUE VARIATIONS LIMITED(Hereinafter referred to simply as “BAROQUE”) a Limited Liability Company established and organized under the Companies and Allied Matters Act CAP C20 LFN 2004 with its office at No. 1 Bloom Spring Drive, Rumuesara, Eneka, Rivers State.

AND,

the VENDOR.

WHEREAS:

BAROQUE has created a retail online platform known and described as JUSTBAROQUE.COM (Hereinafter simply described as the “Website/Platform”) to provide and serve as a gateway for sale of products, goods, and services. 

The Vendor is a company/business duly registered under the relevant applicable laws of the Federal Republic of Nigeria, to sell goods, products, and/or offer various services to final customers.

The Vendor intends to sell products on the BAROQUE’S platform and BAROQUE agrees to allow the Vendor to use its website platform for this purpose on the terms and conditions contained herein below.

The Parties have thus agreed to enter this Agreement based on the terms and conditions hereunder setout.

This contract expressly supersedes any prior agreements or arrangements with the Vendor.

Customer Satisfaction as the common interest of both parties: By signing this contract, both parties agree that customer satisfaction is the ultimate interest guiding the commercial actions and behaviors of both parties.

Acceptance of the contract: Every transaction of the Vendor on BAROQUE’S platform is bounded to the acceptance of all the terms of this contract as well as the details, annexes, and appendices mentioned in this contract and accessible on JUSTBAROQUE.COM and to Vendor’s renunciation to claim any of its own general terms and conditions of sales. Therefore, any condition of sales opposed by the Vendor to BAROQUE will be null and void. This agreement will be considered as valid as soon as the Vendor will have signed it or processed an order through JUSTBAROQUE.COM.

If for some reason and at some point, BAROQUE does not demand the fulfillment of any of the terms of this contract, this does not mean that BAROQUE will not demand the fulfillment of any other condition of this contract nor does it invalidate this contract.

Definition of services: BAROQUE runs and operates a platform that allows Vendors to sell their products/services to the public over the internet and an adapted partner logistics network.

Limitation of BAROQUE’s services: The service provided by BAROQUE is limited to referring customers to the Vendor and accepting orders on their behalf, as well as a supporting range of logistics and marketing services, to be requested and purchased by the Vendor. This support is covered within the agreed-upon level of commission, compensation, and services fees.

Duration and Termination of contract: This agreement comes into effect as soon as it is signed by the Vendor or as soon as one order on JUSTBAROQUE.COM is handled by the Vendor.

Use of Subcontractors: BAROQUE may use the services of subcontractors to execute any part of the present contract or any kind of existing or future services BAROQUE can propose to Vendors and customers.

MODIFICATION AND TERMINATION OF THE CONTRACT

BAROQUE reserves the right to alter these Terms & Conditions at any point without notice, by updating the content on the JUSTBAROQUE.COM website.

Termination of contract by BAROQUE: BAROQUE may terminate immediately this contract if the Vendor fails to meet a level of operational performance considered as a bare minimum by BAROQUE to provide a satisfactory Customer experience of purchase on the platform.

BAROQUE shall be given a thirty (30) day notice if the Vendor decides to terminate this Agreement for cause in the event of a breach of the obligation under this Agreement by BAROQUE.

BAROQUE has the right to deregister and evict the Vendor from JUSTBAROQUE.COM if any, or a combination, of the following breaches, are committed by the Vendor:

1. If Vendor Fails to render a service or make a product that has been ordered for on JUSTBAROQUE.COM available for delivery within three (3) business days after service was supposed to be rendered or product was supposed to be available for delivery;

2. IF Vendor Provides fake, inferior or substandard service or products that have been sold as genuine;

3. If Vendor Provides used, refurbished or damaged products that have been sold as new or unused;

4. If Vendor Lists and sells products that have not been authorized for sale by the appropriate regulatory body (including but not limited to the CPC, NAFDAC, etc);

5. If the Vendor fails to meet the Quality Of Service Standards set by BAROQUE (Details of the said standard to be made available upon request)

6. If Vendor engages in any activity which would be considered illegal under Nigerian law or engages in any activity that could be considered as fraudulent or misleading;

7. If Vendor engages in any activity that brings BAROQUE or any of BAROQUE’S partners or other vendors into disrepute.

BAROQUE reserves the right to alter these rules at any time, and in the event of any changes BAROQUE will inform the Seller by publishing the same on the JUSTBAROQUE.COM website. 

Replacement of an invalid CLAUSE: If a clause of this agreement is not valid, both parties will work together to replace it with a valid clause which is as similar as possible to the invalid one. The validity of the rest of the contract remains unchanged.

GOVERNING LAW

These Terms of Use and your use of the Site are governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

DISPUTE RESOLUTION

To expedite resolution and control the cost of any dispute, controversy, or claim (hereinafter referred to as "Dispute" and collectively, as “Disputes”) related to these Terms and Conditions brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 30 days before initiating the arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT THIS PROVISION, PUTS OFF YOUR RIGHT TO SUE IN COURT. 

Any dispute, arising out of or in relation to this agreement, including any question regarding its breach, existence, validity or termination of the legal relationships established by this agreement shall be resolved by arbitration under the Lagos State Chamber of Commerce International Arbitration Center Arbitration Rules, which Rules are deemed to be incorporated by reference into this clause. It is agreed that:

(1) There shall be a sole Arbitrator who must be a legal practitioner and Fellow of the Chartered Institute of Arbitrators.

(2) The seat or legal place of arbitration shall be Lagos Nigeria.

(3) The governing law of this arbitration shall be the substantive laws of the Federal Republic of Nigeria.

(4) The Language of the arbitration shall be English. 

Nothing stated in this Terms and Conditions shall preclude Parties from litigating in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than Five (5) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures, and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief.

CONSIDERATION AND COMPENSATION

For all of the Services provided by BAROQUE under this Agreement, the Vendor shall compensate BAROQUE, with commissions or other payments as required, in accordance with the terms of the ‘Commission Structure’, which will be communicated to all Vendors; or agreed in advance between both parties, or detailed elsewhere on the BAROQUE website. BAROQUE will from time to time review the category commission structure and will notify the Vendor of any changes by communicating directly to Vendors or publishing the same on the BAROQUE website not less than fourteen (14) days before any variation in commission rate or charging structure takes place.

BAROQUE shall be paid an annual subscription fee by the Vendors. Further modalities and terms of payment are contained in the “Commission Structure” which as has been stated will be communicated to the Vendor; or agreed in advance between both parties, or detailed elsewhere on the BAROQUE website. And/Or

Payments shall be remitted into the Vendor’s account after the shipped orders have been confirmed as received by the customer and the return policy stated on the product has expired.

As a Vendor on the BAROQUE website, you shall remit the commission stated in your invoice for “Pay on Delivery orders” within 3 days of receiving the invoice for any given month in which sales were made. Failure to comply may lead to the suspension/termination of your store on JUSTBAROQUE.COM.

For paid orders before delivery, BAROQUE shall deduct the commission before remitting the Net Value into the Vendor’s account.

CONFIDENTIALITY

The Vendor and BAROQUE acknowledge and agree that the scope of work and all other documents and information related to the development of the Services (the “Confidential Information”) will constitute valuable trade secrets of BAROQUE. Vendor shall keep the Confidential Information in confidence and shall not at any time during or after the terms of this agreement, without BAROQUE’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.

Excluded from the “Confidential Information” definition is anything that can be seen by the

public.

CONTENT LICENSE

By posting your Contents to any part of the JUSTBAROQUE.COM Site [or making Contributions accessible to the Site by linking your account from the Site to any of your social networking accounts], you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Content (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Content, and grant and authorize sub-licenses of the foregoing. The use and distribution may occur in any media formats and through any media channels. 

This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Content, and you warrant that moral rights have not otherwise been asserted in your Content. 

We do not assert any ownership over your Content. You retain full ownership of all of your Content and any intellectual property rights or other proprietary rights associated with your Content. We are not liable for any statements or representations in your Content provided by you in any area on the Site.

You are solely responsible for your Content to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Content.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Content; (2) to re-categorize any Content to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any Content at any time and for any reason, without notice. We have no obligation to monitor your Content. 

INDEMNIFICATION

Vendor warrants that everything it gives BAROQUE to use in the delivery of the Services or any deliverable is legally owned or licensed to the VENDOR. The VENDOR agrees to indemnify and hold BAROQUE, its employees and associates not liable from any and all claims brought in the performance of the Services.

Indemnifying Customers: BAROQUE expects that all products shipped to customers matches the description stated on the site and must be shipped in working condition. If a valid complaint is made by a buyer on any product listed on the BAROQUE page within 21 days of purchase, BAROQUE reserves the right to hold on to the revenue for them or deduct

the value from the VENDOR’s account pending payment. Not complying with this term will lead to the termination of the Vendor’s store on JUSTBAROQUE.COM.

FURTHER VENDOR OBLIGATIONS

Subject to express and specific clauses as also provided in this agreement, the Vendor shall:

1. Through the interface provided by BAROQUE, upload the product description, images, disclaimer, price, and such other details for the products to be displayed and offered for sale through the said online page.

2. Vendor shall ensure not to upload any description/image/text/graphic that is unlawful, illegal, objectionable, obscene, vulgar, opposed to public policy, prohibited, or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party. The vendor shall ensure to upload the product description and image only for the product which is offered for sale through JUSTBAROQUE.COM.

3. The vendor shall provide a full, correct, accurate, and true description of the product so as to enable the customers to make an informed decision.

4. Vendor shall be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through their JUSTBAROQUE.COM.

5. The Vendor shall dispatch the Products of the same description, quality, and quantity, and price as are described and displayed on JUSTBAROQUE.COM and for which the Customer has placed the order.

6. The Vendor shall not offer any Products for Sale on the online page, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, and illegal or prohibited under the laws of the Federal Republic of Nigeria.

7. The Vendor shall be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise, and services provided by the Vendor.

8. The Vendor shall at all times during the pendency of this agreement endeavor to protect and promote the interests of JUSTBAROQUE.COM and ensure that third party's rights including intellectual property rights are not infringed.

9. The Vendor shall at all times be responsible for compliance of all applicable laws and regulations.

POLICY ON SUBSTANDARD PRODUCTS ON JUSTBAROQUE.COM

BAROQUE is committed to delivering stellar services to its customers at all times, and we strive to ensure that all products sold via JUSTBAROQUE.COM and shipped to our buyers are held to the same high-quality standards. BAROQUE has zero-tolerance for counterfeit products, therefore any VENDOR that sells unoriginal, fake/replica, refurbished, or unauthorized items on JUSTBAROQUE.COM will be automatically suspended and the authenticity of the products will be investigated. If the Vendor is then proven to sell these items, the store will be permanently prohibited from selling on JUSTBAROQUE.COM. This policy excludes official replica items produced and sold by authorized brands and organizations.

FORCE MAJEURE

In no event shall any party be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including but not limited to, strikes, stoppages of work or accidents due to acts of war or terrorism, Civil or Military Disturbance, Nuclear Catastrophes, natural epidemics or acts of God, loss or malfunction of utilities; it being understood that parties shall use reasonable efforts which are consistent with standard practice to resume performance as soon as practicable under the circumstance.

RELATIONSHIP OF PARTIES

Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency, or employment between the Parties. BAROQUE shall not be responsible for the acts or omissions of the Vendor, and Vendor shall not represent neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of BAROQUE.

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